SH19-002 Professional Service Agreement - Dr. Rowe

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Addis ona l L r d' ; its electad or appointed oil of als, agents, or et j plo;Qe,5 for dannag a�s bemuse of personal or bodily injury, including death at any t me resulfirg therefi'cm, sustained by any person or persona and on account of damage to property including loss of use thereof, whether si�Qh injury to persons or damage to prloper�/ is due to to reglig e of c entractor, its sub-Ccntractcrs, its electsd oifi ^er�l employees or their agl.:ants, except only such injury or damage as shall have been occasioned by the sole negligenceof the Country, its Additior7al Insureds, appointed or elected officials, agents, or empioyees. It is further provided that no liability shall attach to the Cour;ty by reason of entering ir�o #hi,5 contract, except as expressly prodded her8in_ 10'. Industrial lrs era nce Waiver: With rasp ct to the performance of this Agreement and as to claims against the County its A i �' � � �- y? dd tonal IrSLrad s, c#�ice , agents and employees, the Contractor exprassly waive's its Immurity under Title 51 of the Revised Code of washin ton, the Industn"al Insura400 Act for ii�tursLt,s to fts employees and a0r=es that the obligations to indemnify, defend and hold harmless pr'c�Aded in this agreilnment extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17_ Venue and Choics of La v: Ir the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such codon of litiga�on shail be in the Superior Court of the State of Washington in and for the Courty of Kittas. This Agreer,ent shall be governed by the law of the Mate of Washington. 18. Withholding Payment. In -the event the Contractor has failed to perform any obligation to be performed by the Contractor under 1Y8 Agreement W�h in the time set forth in this Agreement thea the o n y may, upon written notice, withhold all monies due and payable to Con dor a withoLA penalty, until such failure to p8rform is cured or other4vise adjudicated. 19. FLAure Non -Allocation of Funds: if suf,5cient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the will � y p Count~, will not hek obligated to make payment .for services or arncunts incurred after- the end of the currant fiscal po110d. No penalty or expense Shall accrue to the County in the event this provAsion applies. 20. Contractor Commitmer , Warranties and Represertatjon5: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly e;istincg ar►d in good standing under the laws of the Mate of Washington, and has all requisite corporate power and cl cr;fiy to eater into and to perform its obligations under this ul Agreement. Professional Sarkes A.qrernent (rev. 01/22/2019) Pap 7of16